Alan H. Howard
MOVADO GROUPAbout Alan H. Howard
Alan H. Howard (age 65) is Movado Group’s Lead Independent Director and Chair of the Compensation and Human Capital Committee, serving on the Board since 1997. He is Managing Partner of Heathcote Advisors LLC (founded March 2008), and previously held senior roles in investment banking and private equity, including Managing Director at Credit Suisse First Boston (joined 1985), Managing Director at Greenbriar Equity (2006–2007), and Managing Partner at S3 Strategic Advisors (2008–2010). The Board deems him independent; he has served as Lead Director since 2011, with responsibilities for agenda input, information flow, and chairing executive sessions of non-management directors. His core credentials include significant corporate governance leadership and audit/financial expertise, with the Board designating all Audit Committee members, including Howard, as “audit committee financial experts.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heathcote Advisors LLC | Managing Partner | Mar 2008–present | Financial advisory and principal investing |
| Credit Suisse First Boston LLC | Managing Director | 1985–Jun 2006 | Senior investment banking leadership |
| Greenbriar Equity Group LLC | Managing Director | Jun 2006–Jul 2007 | Private equity investing |
| S3 Strategic Advisors LLC | Managing Partner | 2008–2010 | Advisory firm leadership |
| Dynatech/MPX Holdings LLC | Director; executive roles at company/subsidiaries | 2012–2019 | Global supplier to U.S. military aircraft; board service and executive roles |
| Diamond Offshore Drilling (NYSE: DO) | Director; Lead Director; Audit Chair; member, Executive & Finance | Mar 2020–Apr 2021 | Board leadership and audit oversight at public company |
External Roles
| Company | Public/Private | Role | Tenure | Committees |
|---|---|---|---|---|
| BNY Mellon Family of Funds (formerly Dreyfus) | Public registered funds | Director (group boards); Audit Chair; member, Compensation & Governance | Since Apr 2018 | Audit (Chair); Compensation; Governance |
| Siddhi Acquisition Corp (NASDAQ: SDHI) | Public (SPAC) | Director; Audit Chair | Since Aug 2024 | Audit (Chair) |
| New England Expert Technologies Corporation | Private | Director; Compensation Committee member | Since Apr 2022 | Compensation |
Board Governance
- Roles: Lead Independent Director; Chair, Compensation & Human Capital Committee; Member, Audit Committee. The Board deems all directors except Efraim and Alex Grinberg as independent; Audit Committee members are “audit committee financial experts.”
- Committee composition and FY2025 meeting cadence:
- Audit: Chair Bridgman; members Howard, Isserman, Sadove; 5 meetings.
- Compensation & Human Capital: Chair Howard; members Kirschner, Sadove; 7 meetings.
- Nominating, Governance & Corporate Responsibility: Chair Kirschner; members Bridgman, Sadove, Peterson; 4 meetings.
- Attendance: Board held 11 meetings in FY2025; all directors attended >75% of Board and committee meetings. All directors attended the 2024 annual meeting.
- Lead Director duties: agenda advice, information quality oversight, liaison among independent directors and Chair/CEO, and chairing executive sessions of non-management directors held at least quarterly.
Fixed Compensation (Non-Employee Director, FY2025)
| Component | Amount (USD) |
|---|---|
| Base cash retainer | $90,000 |
| Lead Director cash retainer | $50,000 |
| Audit Committee member retainer | $7,500 |
| Compensation & Human Capital Committee Chair retainer | $20,000 |
| Total cash fees (as reported) | $167,500 |
| Perquisites (watch allowance utilized) | $0 (no amount reported as utilized) |
Notes:
- Cash fees tally to the $167,500 reported for Howard (base $90k + lead $50k + Audit member $7.5k + Compensation Chair $20k).
Performance Compensation (Non-Employee Director, FY2025)
| Equity Award | Grant Value (USD) | Shares Granted | Vesting |
|---|---|---|---|
| Annual director stock award + additional Lead Director equity | $200,000 | 7,200 shares | Cliff-vest in one year |
Notes:
- Standard non-employee director grant was 4,500 shares (approx. $125,000 grant value); as Lead Director, Howard received an additional equity component valued at $75,000, totaling 7,200 shares and $200,000 grant value.
Other Directorships & Interlocks
- Compensation Committee interlocks: None. The Compensation & Human Capital Committee was entirely independent in FY2025, and no MOV executive officer served on a board or compensation committee of a company where a MOV director or Compensation Committee member was an executive.
- Related-party transactions: The proxy discloses related-party arrangements tied to the Grinberg family; no related-party transactions are disclosed involving Howard.
Expertise & Qualifications
- Audit/financial expertise: The Board has designated all Audit Committee members, including Howard, as “audit committee financial experts” under SEC rules.
- Governance leadership: Lead Director at MOV since 2011; former Lead Director and Audit Chair at Diamond Offshore Drilling; Audit Chair and governance committee member at BNY Mellon Family of Funds; Audit Chair at Siddhi Acquisition Corp.
- Strategic/financial acumen: Managing Partner, Heathcote Advisors; prior Managing Director at CSFB; private equity experience at Greenbriar Equity.
Equity Ownership
| Category | Amount |
|---|---|
| Common Stock beneficially owned (as of Apr 25, 2025) | 63,425 shares |
| Class A Common Stock beneficially owned | 0 shares |
| Ownership as % of outstanding (each class) | Less than 1% |
| FY2025 unvested director stock award outstanding at Jan 31, 2025 | 7,200 shares (one-year cliff) |
| Director stock ownership guideline | Expected to beneficially own ≥$250,000 of MOV stock (market value) |
Governance Assessment
Strengths
- Independent lead director with robust duties; quarterly executive sessions chaired by lead director enhance board oversight and independence.
- Deep audit/financial expertise; member of Audit Committee; Board designates Audit members as “financial experts.”
- Strong engagement: Board met 11 times; committees active (Audit 5; Compensation 7; Nominating 4); all directors >75% attendance; all attended the 2024 annual meeting.
- Director pay structure blends cash with equity; Lead Director incremental equity aligns interests; ownership guideline of at least $250,000 supports alignment.
- Responsive compensation governance amid restatement: no AICP payouts for FY2025; clear clawback policy aligned with SEC rules; Compensation Chair (Howard) communicated plan design and adjustments.
- Shareholder support: Say-on-pay received approximately 97% of votes represented and 99% of votes cast at the 2024 annual meeting; ongoing shareholder outreach.
Risk indicators and monitoring items
- Combined Chair/CEO structure persists; mitigated by Lead Director role, but remains a governance consideration.
- April 2025 restatement and material weakness increased audit scrutiny; Audit Committee reported on ICFR and additional audit fees, warranting continued monitoring of remediation progress.
- Insider trading policy prohibits short sales and derivatives, but the company has not adopted specific prohibitions on hedging transactions designed to offset declines in MOV equity value.
- Family involvement/related-party exposure: multiple Grinberg family members in leadership roles and related-party disclosures; no ties to Howard, but overall board independence optics merit attention.
Director compensation changes (YOY signals)
- FY2025 base cash retainer for non-employee directors increased by $5,000 to $90,000; Lead Director equity component increased by $25,000 to $75,000, raising total Lead Director equity to $200,000 in Howard’s case.